Blue Sky Q&A, Regulation D Rule 506 Offering: Montana | Practical Law

Blue Sky Q&A, Regulation D Rule 506 Offering: Montana | Practical Law

A Q&A guide for Montana state blue sky filings for unregistered offerings under Rule 506 of Regulation D under the Securities Act. This is one of a series of state Q&A guides providing key information for issuers making state-level NSMIA notice filings for a Rule 506 offering, including filing deadlines, mailing addresses, state statutory authority and filing fees. These guides should be used together with Standard Document, Blue Sky Filing Cover Letter, Regulation D Rule 506 Offering.

Blue Sky Q&A, Regulation D Rule 506 Offering: Montana

Practical Law Article 8-580-7569 (Approx. 4 pages)

Blue Sky Q&A, Regulation D Rule 506 Offering: Montana

by Practical Law Corporate & Securities
Law stated as of 31 Jul 2018 • Montana
A Q&A guide for Montana state blue sky filings for unregistered offerings under Rule 506 of Regulation D under the Securities Act. This is one of a series of state Q&A guides providing key information for issuers making state-level NSMIA notice filings for a Rule 506 offering, including filing deadlines, mailing addresses, state statutory authority and filing fees. These guides should be used together with Standard Document, Blue Sky Filing Cover Letter, Regulation D Rule 506 Offering.
1. What is the deadline for the blue sky filing in this state?
The filing must be made within 15 days of the first sale of securities in the state.
2. What state agency regulates securities offerings in this state? What is the mailing address and telephone number for the state securities regulator?
The state securities regulator in Montana is the Securities Department of the State Auditor, Commissioner of Securities and Insurance.
Securities Department
Office of the State Auditor, Commissioner of Securities and Insurance
840 Helena Ave.
Helena, MT 59601
(406) 444-2040
3. What is the deadline for the blue sky filing in this state?
The filing requirement is set out at Section 30-10-211(2) of the Securities Act of Montana (MCA 30-10-211(2)) and rule 6-10-210 thereunder (MT ADC 6.10.210).
4. What is the deadline for the blue sky filing in this state?
A notice on Form D must be filed. See Practice Note, Form D: Notice of Exempt Offering of Securities.
5. Does the state participate in the Electronic Filing Depository (EFD) system established by the North American Securities Administrators Association (NASAA) and, if so, is the filer's use of the EFD system optional or mandatory?
Montana participates in the EFD system and, effective September 25, 2015, filers must submit Form D and pay the filing fee through the EFD.
6. Does a separate consent to service of process have to be filed with the state authorities? If so, what is the identity of the designated appointee?
Most states require a non-resident issuer to consent to having the appropriate state authority designated to receive service of process on its behalf for any actions arising out of violations of the blue sky law of that state. The electronic Form D includes a combined federal-state consent to service of process that was intended to eliminate the need to file a Form U-2, Uniform Consent to Service of Process at the state level (see SEC Release No. 33-8891 (Feb. 6, 2008), at Part II.A.6). However, there are still some states that, because of their laws, continue to require that issuers submit a separate Form U-2, although the trend is in the direction of eliminating this redundant filing requirement. See Practice Note, Form D: Notice of Exempt Offering of Securities.
In Montana there is no requirement to file a separate consent to service of process.
7. Is there a filing fee? If so, what is the amount and who is the payee?
There is an initial filing fee payable at the time of filing equal to the sum of:
  • $200 for the first $100,000 aggregate offering price of securities to be sold in Montana.
  • One-tenth of one percent of any excess over the first $100,000 aggregate offering price of securities to be sold in Montana.
The maximum amount of the initial filing fee is $1,000.
In a continuous offering lasting longer than one year, a renewal fee must be paid on or before the one-year anniversary of the initial notice filing. The renewal fee is equal to one-tenth of one percent of the aggregate offering price of the securities to be offered in Montana during the coming year. The renewal fee may not be less than $200 or more than $1,000.
In each case the fee is payable to the Montana Commissioner of Securities and Insurance.